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Ocular Biotechs Histogenics, Ocugen Announce Stock-For-Stock Merger

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Ocular Biotechs Histogenics, Ocugen Announce Stock-For-Stock Merger

Histogenics Corporation (NASDAQ: HSGX) and privately held Ocugen announced a merger Monday that will create a new, Nasdaq-listed company aiming to develop novel ocular gene therapies and biotherapeutics under the Ocugen name. 

What Happened

The agreement calls for Ocugen stockholders to become the majority owners of outstanding Histogenics common stock upon closing.  

The deal is a stock-for-stock transaction. Upon closing, the combined company will be headquartered in Malvern, Pennsylvania and will operate under Ocugen's present leadership, the companies said. 

No Histogenics employees will remain employed by the combined company, according to Monday's announcement. 

Why It’s Important

"This transaction with Ocugen reflects the continued commitment of our management team and board of directors to deliver value to stockholders and make a difference in patients' lives," Histogenics President Adam Gridley said in a statement. 

"Following a thorough review of strategic alternatives for Histogenics and the NeoCart program, we have determined that a merger with Ocugen will enable Histogenics investors to participate in Ocugen's broader pipeline of ocular disease and gene therapy opportunities, including several late-stage clinical candidates and a robust preclinical platform." 

Ocugen has a pipeline of opthalmology programs that include a modifier gene therapy platform, including OCU400 for the treatment of NR2E3-mutation associated retinal degenerative diseases. The therapy received Orphan Drug Designation from the FDA in February.

OCU410 is a second in-line modifier gene therapy in preclinical development for the treatment of dry age-related macular degeneration. 

The company is also developing OCU300 for ocular graft versus host disease; OCU200 for wet AMD; and OCU100 for retinitis pigmentosa. 

What's Next 

Histogenics and Ocugen said they intend to file a form S-4 with the Securities and Exchange Commission that includes a prospectus and proxy statement. 

Histogenics shares were trading up 71.78 percent to 19 cents at the time of publication Monday. 

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